First, the private enterprises in the reform of property right definition
(A) the definition of property right of a private enterprise programs
Involving State-owned capital in State-owned enterprise reform, property rights defined in the process of restructuring is relatively complex and legally. Private enterprise is comparison simple, but for reform overall process speaking remains a item important of work, and in some reform forms in the (as reform for company limited) is essential of, this on led private enterprise reform Shi property rights defined program relative simplified: a is by private enterprise Board (does not set Board of by management authorities) set up property rights defined work group; II is collection about Enterprise property rights and the interest changes of information, in this a links, Although in China private economic more State-owned enterprise development more late and dates back history relative simplified, but due to private enterprise General is by family type started and led Enterprise history Shang of property rights fuzzy, so find information of process relative complex, can by enterprise accounting system of provisions before and after dates back enterprise funds inputs and operating accumulation, avoid Enterprise pursuit reform effect human exist in or increase or decrease in property rights; three is reform enterprise as has multiple investment party, should defined different property rights main of property relations, do property rights clear, if enterprise implemented of is part reform Should be established ownership of the property under the premise of split. In short, will all investment party no objections of property rights part, signed “property rights defined text”; four is private enterprise in the has part State-owned capital of, also should prepared “property rights defined daily table” attached “property rights defined text”, and by Enterprise ownership referred to the reappraising the institutions (country funded Committee) or economic and trade sector audit, and confirmed and reply; five is reform enterprise of all investment party on property rights defined problem has objections and consultations cannot resolve of to for property rights disputes mediation, first referred to the Board processing, does not set Board of cross to court mediation and ruled, If contains some State-owned capital in private enterprise, should also be the result of mediation or previous sibling level SASAC, necessary times have jurisdiction over the Government to rule. Reforming property rights are not clear and not mediation and determined by the Court, still listed as “to be defined assets”, a later clear before processing.
(B) definition of intangible assets in private-owned enterprise reform issues
Property rights because of their intangible assets and property rights in the unique characteristics are usually in the form of a different kind of power, a technology or a certain kind of gets justified overall abilities. This class of object of intangible property rights in certain circumstances brought difficulties to the definition of property rights.
(1) private enterprise development on definition of intangible assets. During the development of intangible assets, input factor of production, there are usually human, material and financial resources. As a result of these factors does not have moral rights, property rights naturally belong to the applicant commissioned the development of the course delegates to the applicant, but intangible asset ownership a distinction should be made within their property rights and non-posts made within the scope. Within their respective invention refers to the use of the invention-creation accomplished by material conditions in the context of job, according to the provisions of the patent rules for the implementation of, including get paid to complete the invention-creation, in addition to the job performance of this unit delivered the task to which he belongs, and the former employees ‘ retirement or change within a year of work to which he belongs. Taking into account the research and development of intangible assets is an intellectual role in materials (such as funds, space and materials), in some cases, developers and between contract and property rights specifically agreed to the formation of intangible assets, at the agreed implementation.
(2) inter-firm cooperation development of intangible assets, property rights belong to all parties. But cooperation development of party transfer its enjoyed application rights of, can mutatis mutandis Enterprise shareholders between of part property rights transfer of way, other cooperation party has priority by let application of rights; party gave up application rights of, he party can separate or common application, but gave up party still has part property rights; party does not agreed application of, other (all) party also shall not application, but if the item inventions has specific of external results of expected, and can segmentation using of, cooperation parties can separate enjoyed, if does not can segmentation using, Cooperation by the parties, the negotiation failed, the parties may exercise the other rights except the right to transfer, but the proceeds are allocated should be cooperation between the parties.
Second, private-owned enterprise reform in the evaluation and pricing management
Asset assessment is the statutory procedures of enterprises reforming, reforming Enterprise assessment should be left to the assessment of eligible assets appraisal firms, assessment results for transfer pricing for reference. Property assessment process actually consists of three parts, namely single asset assessment, continued operating the Organization’s overall assessment, as well as determine transfer prices the structural reform.
(A) single asset evaluation
Regardless of the ownership of the enterprise is, and regardless of how the complexity of the enterprise, the accounting treatment is based on the principle of historical cost denominated in, so to evaluate individual asset you can direct in accordance with the evaluation criteria and to assess the accounting standard for business enterprises, enterprise accounting systems. Which required special instructions are:
(1) intangible assets valuation has certain peculiarities in accordance with current accounting requirements, that occur during formation of intangible assets of enterprises in development costs such as materials, artificial (patent registration fee, appraisal fee, as well as on the application of fair fees except) directly included in the current profits and losses shall not be capitalized. In theory, if the intangible asset management to the enterprise still has contributions should give some value, but recorded single asset assessment can not confirm repair works, to-day, based on the assessment on the basis of the prices when you confirm the transfer pricing, as a natural adjustment of intangible assets.
(2) land is also an intangible asset, if reformed prior land acquired through the purchase of private enterprise, then use it as an asset for normal assessment; if the restructuring of enterprises of land obtained through allocate and free, and not through accounts reflect, can be assessed for selective treatment. A method of transfer is taken, by the reformed enterprise support gold of land use right; the second is equivalent to total a stake, the land price based on the evaluated pricing, investment, increased private enterprises after reform of State-owned stocks; third lease, can be used by the payment of rent of private enterprises after reform.
(3) assessment of the current accounts, private enterprises after reform of ownership structure, capital structure and corporate governance structure changes, accounts receivable confirmation is difficult to extend after the reform of corporate enterprise, so you can use the accounts receivable preservation; Besides, you should also consider the invisible debt liabilities.
(4) of the appraisal was conducted in certain assessment benchmarks today, normally valid for one year in the reform of the assets valuation result. Self assessment benchmarks today to corporate enterprise established after reform within the validity period of the date of registration, the restructuring of enterprises increase in net assets or profits due to operational losses and reduced net worth should be adjusted accordingly; enterprises more than failed to register registration, or within the validity period was assessment of major changes in asset values, should be revisited for evaluation.
(B) the restructuring of enterprises going concern overall assessment
Enterprise reform after valuation assessment report, the force of law, and as proof of the original or value-added accounting treatment of assets losses, Enterprise valuation of net assets as a fundamental basis of reforming Enterprise determine transfer prices. But enterprise assets appraisal of the previous links is just simple aggregation of single asset, without regard to the account of financial and non-financial factors (such as content, portfolio management, technical capabilities, and potential liabilities, etc), they were unable to produce enterprise real-world business value of information, resulting in transfer pricing based on untrue, unfair and unreliable. Professional assessment bodies should in accordance with international practice in the assessment on the basis of the previous links, combined with information on past and present, and future profitability projections, to evaluate Enterprise pricing. In the restructuring of enterprises should take full account of the prospects for reform, focused on expected future benefits and return on investment and discount value determined as a certain discount rate, which to a large extent determine the final price of the enterprise.
(Iii) transfer pricing in the reform of management
Enterprise reform there is a lot of nature, if restructuring involving transfer of property rights, then the pricing issues are more complicated. The reason is that is the previously mentioned two aspects of the assessment results is not a real property right transfer prices, but only as a reference for transfer pricing; the second is trading different lead pricing to value orientation of both the main game can only be reached through multiple contracts. Transfers often focus by reform resolve the current problems, and the transferee is concerned after the reform of corporate enterprise future development prospects; three is the result of asymmetric information on the legal effect of misgivings about its findings. Therefore, transfer pricing in the should note following several aspects: (1) for reflected fair trade, by let party can on reform Enterprise for carefully investigation, requirements reform Enterprise provides and reform related of all aspects information, improve reform process of openness and transparency; (2) transfer party quote should under assets assessment results, and full consider this enterprise of workers social security, and workers placement, and social responsibility, aspects confirmed transfer price or will its as additional conditions for negotiations consultations; (3) Enterprises can confirm that the reserve price on the basis of the appraisal results, and competitive through the property right exchange market transfer in order to protect the interests of all stakeholders, and (4) private enterprises involved in the reform of some State-owned capital, should also be in accordance with the specifications of the work of the State-owned enterprise reform has further requirements for the transfer price.
Third, the invisible debt problems in the private-owned enterprise reform
Stealth debt or said potential debt, General in reform of at that time no in reform enterprise financial information in the reflected out, or said at that time has not been pre-see of as follow-up matters of gradually became clear and appears of or has debt, as guarantees debt, and default debt, and products defects debt, and resolve reform Enterprise history remnants of problem and occurred of debt (workers of economic compensation gold,), and due to various causes is not remember into was reform enterprise financial information of meet paragraph or missed of other debt. As a result of these invisible debt restructuring was not reflected, causing the reform would subsequently become complicated.
(A) with regard to workers ‘ invisible debt
These liabilities also known as restructuring costs, the current relatively sound social security system, workers ‘ basic transparent financing arrangements for the costs of restructuring. Workers restructuring costs in the form of termination of labor contract to pay economic compensation payments, should be in the transformation of a one-time cash settlement. To pay economic compensation, reference standards and calculation methods according to the relevant State policy regulations, sources of funding is the net worth of the restructuring of enterprises, equity transfer cash, including the original asset liquidations and proceeds in cash. Of course, the employees received economic compensation in equivalent equity to enterprises on a voluntary basis in order to save restructuring cash outlays.
(B) the invisible debt inventory
Hidden debt is different from the apparent invisibility when debt is to assess the complexity and will inevitably affect the valuation price. Therefore private enterprise in reform process in the should as far as possible will stealth debt obvious of, reduced stealth debt occurred of number, to reduced accounting processing Shang of uncertainty, specific method is on may occurred stealth debt of channel for inventory, a to inventory reform Enterprise guarantees matters; II to inventory does not has recorded requirements and in account outside cycle and fait accompli of matters; three to inventory contract, understanding has no exists property or interest aspects of potential debt matters.
(C) preservation treatment of hidden debt
Enterprise reorganization and discovered hidden debts and cannot be converted to enterprise reform by water down or cancel debts of enterprises and creditors, regardless of the form of restructuring. For restructuring are already aware, before and after the assessment, cleanup, but in the programme of restructuring the invisible debt negotiation failure, borne by the corporate enterprise after restructuring debt. For the invisible not exposed in the process of restructuring debt, for malicious collusion harm creditors ‘ interests, by the original company and after the reform of Corporation enterprises share responsibility and to clear, in addition to be borne by the original company’s shares in the reformed company limited liability. But it takes special note is that if the company is part of the reorganization or Division restructuring, after the invisible debt can only be borne by the parent company because if borne by the section to separate out, then create the appearance of flight of the registered capital, of course, if the parent company of insufficient commitment, can be separated out part of the shares in a corporate enterprise commitment.